Section 1: Name
This organization is incorporated under the laws of the state of New Jersey and shall be
known as the Lacey Chamber of Commerce, Incorporated.
Section 2: Purposes (Include enough detail and specifics to reflect the purposes
of the organization.)
The Lacey Chamber of Commerce is organized to achieve the objectives of:
(1.) Preserving the competitive enterprise system of business by creating a better
understanding and appreciation of the importance of business people and a
concern for their problems; educating the business community and representing
them in city, county, state, and national legislative and political affairs; preventing
or addressing controversies that are detrimental to the expansion and growth of
business in the community if they arise; creating a greater appreciation of the
value of a more liberal investment of substance and self on behalf of the
interests of competitive business.
economic programs designed to strengthen and expand the income potential of
all businesses within the trade area; promoting programs of a civic, social, and
cultural nature that are designed to increase the functional and aesthetic values
of the community; and discovering and correcting abuses that prevent the
promotion of business expansion and community growth.
Promoting business and community growth and development by promotingSection 3: Area (Identify area served)
The Lacey Chamber of Commerce area or Lacey Chamber of Commerce economic
region shall mean to include Lacey Township, in its entirety, which includes the cities (or
communities) of Forked River, Lanoka Harbor and Bamber in the county of Ocean.
Section 4: Limitation of Methods
The Lacey Chamber of Commerce shall observe all local, state, and federal laws that
apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue
Section 1: Eligibility
Any person, association, corporation, partnership, or estate having an interest in the
objectives of the organization shall be eligible for membership.
Section 2: Election (How application is made, received, and approved)
Applications for membership shall be in writing on forms provided for that purpose, and
signed by the applicant. Election of members shall be by the governing body at any
meeting thereof. Any applicant so elected shall become a member upon payment of the
regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments
Membership investments shall be at such rates, schedules, or formulas prescribed from
time to time by the governing body and payable in advance.
Section 4: Termination (Resignation, expulsion, and delinquency)
(1.) Any member may resign from the chamber upon written request to the governing
(2.) The governing body shall expel any member by a two-thirds vote for nonpayment
of dues after 90 days from the date due, unless otherwise extended for good
(3.) Any member may be expelled by a two-thirds vote of the governing body, at a
regularly scheduled meeting thereof, for conduct unbecoming a member or
prejudicial to aims or repute of the chamber, after notice and opportunity for a
hearing are afforded the member complained against.
Section 5: Voting
In any case proceeding in which voting by members is called for, each member person
in good standing shall be entitled to 1 vote, and each member firm, association, or
corporation in good standing shall be entitled to one vote. Each member firm,
association, or corporation must appoint a member to vote on its behalf and notify the
Section 6: Exercise of Privileges (Assignment of membership within subscription
and any limitations)
Any firm, association, corporation, partnership, or estate holding membership may
nominate individuals whom the holder desires to exercise the privileges of membership
covered by its subscriptions and shall have the right to change its membership
nomination upon written notice.
Section 7: Orientation (Indicate areas of complete orientation. Make certain that
detailed outlines of each group are part of the chamber’s procedures manual.)
At regular intervals, orientation on the purposes and activities of this organization shall
be conducted for the following groups: new officers and/or directors and current officers
and/or directors, committee chairmen, committees, and new members. A detailed outline
for orientation of each of these groups shall be a part of this organization’s procedures
manual or orientation handbook.
Section 8: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary
members shall have all the privileges of members except the right to vote and shall be
exempt from payment of dues. The governing body shall confer or revoke honorary
membership by a majority vote.
Section 1: Annual Meeting
The annual meeting of the corporation, in compliance with state law, shall be held during
June of each year. The time and place shall be fixed by the governing body and notice,
thereof, mailed to each member at least 10 days before said meeting.
Section 2: Additional Meetings (general membership, board, and committee
The president or chairman of the board may call general meetings of the chamber at any
time, or upon petition in writing by 25% of members in good standing.
(a) Notice of special meetings shall be mailed to each member at least 5 days prior
to such meetings.
(b) Board meetings may be called by the president/chairman of the board or by the
officers/board of directors upon written application of 3 members of the governing
body. Notice including the purpose of the meetings shall be given to each
member of the governing body at least 1 day prior to said meeting.
(c) Committee meetings may be called at any time by the president/chairman of the
board, respective department vice president/chairmen, or by the committee’s
Section 3: Quorums
At any duly called general meeting of the chamber, 51% of members shall constitute a
quorum; at a governing board meeting, a majority of officers/directors present shall
constitute a quorum; at committee meetings, a majority shall constitute a quorum except
when a committee consists of more than 9 members. In that case, 5 shall constitute a
Section 4: Notices, Agendas, and Minutes
Written notice of all chamber meetings must be given at least 7 days in advance unless
otherwise stated. An advance agenda and minutes must be prepared for all meetings. A
detailed outline for preparation of both shall be a part of this organization’s procedures
Until such time as membership reaches 50 or more, the governing body will be a Board
of Officers as described below. Once the membership reaches 50 members or at such
time that enough members qualify and are willing to participate on a board of directors,
the governing body will be transformed into a Board of Directors as described below.
Board of Officers
Section 1: Composition of Officers
The officers shall be composed of four members, which will include the President, Vice
President, Secretary, and Treasurer. All of these officers shall be elected annually to
serve for 1 year or until their successors are elected and have qualified.
Section 2: Duties of Officers
commerce and shall preside at all meetings of the membership, officers, and executive
committee. The president shall assign vice presidents to divisional or departmental
responsibility, subject to governing board’s approval. The president shall, with advice
and counsel of vice president and the officers, determine all committees, select all
committee chairmen, and assist in the selection of committee personnel, subject to
approval of the governing board.
The president shall serve as the chief elected officer of the chamber ofB. Vice President.
perform the duties of the president in the absence or disability of the president. The vice
president shall also serve as head of the program of work committee of the chamber. As
such, the vice president and committee will be responsible for determining that the
program activities of the chamber are of such duration as is required, at all times being
alert to ensure that the activities of the chamber are directed toward achieving business
and community needs in the area served by the chamber. The duties of the vicepresident
shall be such as their titles by general usage would indicate, and such as
required by law, as well as those that may be assigned by the president and governing
board. They will also have under their immediate jurisdiction all committees pertaining to
their general duties.
The vice president shall exercise the powers and authority andC. Treasurer.
received by the chamber and for their proper disbursement. Such funds shall be kept on
deposit in financial institutions or invested in a manner approved by the governing body.
Checks are to be signed by the treasurer and the president or, in the absence of either
or both, by any two officers. The treasurer shall cause a monthly financial report to be
made to the governing body.
The treasurer shall be responsible for the safeguarding of all fundsD. Secretary.
will be responsible for preparing notices, agendas, and minutes of board meetings for
The secretary shall serve as administrator to the governing body andBoard of Directors
Section 1: Composition of the Board
The board of directors shall be composed of 7 members, which will include the
Chairman, Chairman-Elect, President, Secretary, Treasurer, Past Chairman, and Past
President. Four of these officers shall be elected annually to serve for 1 year or until
their successors are elected and have qualified. These elected positions are the
Chairman-Elect, President, Secretary, and Treasurer. The incoming chairman of the
board may appoint, subject to the approval of the board, from 2 to 4 additional members
(Vice Chairmen) to the board to serve one-year terms. The government and
policymaking responsibilities of the chamber shall be vested in the board of directors,
which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Determination of Officers
The board of directors (new and retiring) at its regular December meeting shall
reorganize for the coming year. The nominating committee for directors shall also
nominate officers each year. At this meeting, the board shall elect the chairman of the
board, chairmen elect, as many vice chairmen as is deemed necessary to conduct the
activities of the chamber, and the treasurer. Officers will be elected from members of the
new board. All officers shall take office on the first day of the new fiscal year and serve
for a term of 1 year or until their successors assume the duties of office. They shall be
voting members of the board of directors.
Section 3: Duties of Officers
A. Chairman of the Board.
chamber of commerce and shall preside at all meetings of the membership, board of
directors, and executive committee. The chairman of the board shall, with advice and
counsel of the president, assign vice chairmen to divisional or departmental
responsibility, subject to board of director’s approval. The chairmen of the board shall,
with advice and counsel of vice chairmen and the president, determine all committees,
select all committee chairmen, assist in the selection of committee personnel, subject to
approval of the board of directors.
The chairman shall serve as the chief elected officer of theB. Chairman-Elect.
perform the duties of the chairman in the absence or disability of the chairman. The
chairman-elect shall also serve as head of the program of work committee of the
chamber. As such, the chairman-elect and committee will be responsible for determining
that the program activities of the chamber are of such duration as is required,
at all times being alert to ensure that the activities of the chamber are directed toward
achieving business and community needs in the area served by the chamber.
The chairman-elect shall exercise the powers and authority andC. Vice Chairmen.
general usage would indicate, and such as required by law, as well as those that may be
assigned by the chairman and board of directors. They will also have under their
immediate jurisdiction all committees pertaining to their general duties.
The duties of the vice-chairmen shall be such as their titles byD. Treasurer.
received by the chamber and for their proper disbursement. Such funds shall be kept on
deposit in financial institutions or invested in a manner approved by the board of
directors. Checks are to be signed by the treasurer and the president or, in the absence
of either or both, by any two officers. The treasurer shall cause a monthly financial report
to be made to the board.
The treasurer shall be responsible for the safeguarding of all fundsE. Secretary.
will be responsible for preparing notices, agendas, and minutes of board meetings for
The secretary shall serve as administrator to the board of directors andF. President (or preferred title).
president shall serve as advisor to the chairman of the board and program of work
committee on program planning and shall assemble information and data and prepare
special reports as directed by the program of the chamber. The president shall be a
member of the board of directors, the executive committee, and all committees. With
assistance of the divisional vice chairmen, the president shall be responsible for
administration of the program of work in accordance with the policies and regulations of
the board of directors. The president shall be responsible for hiring, discharging,
directing, and supervising all employees when applicable. With the cooperation of the
program of work committee and budget committee, the president shall be responsible for
the preparation of an operating budget covering all activities of the chamber, subject
to approval of the board of directors. The president shall also be responsible for all
expenditures with approved budget allocations.
The president shall be the chief executive officer. TheSection 4: Executive Committee
The executive committee shall act for and on behalf of the board of directors when the
board is not in session but shall be accountable to the board for its actions. It shall be
composed of the chairman of the board, past chairman, chairman-elect, vice chairmen,
treasurer, secretary, and the president. The chairman of the board will serve as
chairman of the executive committee.
Section 5: Indemnification
The chamber may, by resolution of the board of directors, provide for indemnification by
the chamber of any of its officers or former officers as spelled out in Article IV, Section 7
of these bylaws.
Section 1: Selection and Election of Officers and/or Directors
A. Nominating Committee.
chairman of the board shall appoint, subject to approval by the governing body, a
nominating committee of 5 members of the chamber. The president or chairman
of the board shall designate the president/chairman of the committee. Prior to
September 1st, the nominating committee shall present to the president a slate of
5 candidates to serve a 1-year term to replace the directors whose regular terms
are expiring. Each candidate must be an active member in good standing and
must have agreed to accept the responsibility of a directorship. No board
member who has served two consecutive terms is eligible for election for a third
term. A period of 1 year must elapse before eligibility is restored.
At the regular July board meeting, the president orB. Publicity of Nominations.
committee, the president shall immediately notify the membership by mail of the
names of persons nominated as candidates for directors and the right of petition.
Upon receipt of the report of the nominatingC. Nominations by Petition.
nominated by petition bearing the genuine signatures of at least (number)
qualified members of the chamber. Such petition shall be filed with the
nominating committee with 10 days after notice has been given of the names of
those nominated. The determination of the nominating committee as to the
legality of the petition(s) shall be final.
Additional names of candidates for directors can beD. Determination.
nominations shall be closed and the nominated slate of (number of vacancies)
candidates shall be declared elected by the governing body at their regular
September board meeting. If a legal petition shall present additional candidates,
the names of all candidates shall be arranged on a ballot in alphabetical order.
Instructions will be to vote for (number of vacancies) candidates only. The
president shall mail this ballot to all active members at least 15 days before the
regular October board meeting. The ballots shall be marked in accordance with
instructions printed on the ballot and returned to the chamber office within 10
days. The governing body shall at its regular November board meeting declare
the (number) candidates with the greatest number of votes elected.
If no petition is filed within the designated period, theE. Judges.
approval of the governing body, at least 3, but not more than 5, judges who are
not members of the governing body or candidates for election. One will be
designated president/chairman. Such judges shall have complete supervision of
the election, including the auditing of the ballots. They shall report the results of
the election to the governing body.
The president or chairman of the board shall appoint, subject to theSection 2: Seating of New Directors
All newly elected and appointed members of the governing body shall be seated at the
regular December board meeting and shall be participating members thereafter. Retiring
directors shall continue to serve until the end of the program year.
Section 3: Vacancies
A member of the governing body who shall be absent from 3 consecutive regular
meetings of the governing body shall automatically be dropped from membership on the
board unless confined by illness or other absence approved by a majority vote of those
voting at any meeting thereof. Vacancies in the governing body shall be filled by the
governing body by a majority vote.
Section 4: Policy (statements of position on issues)
The governing body is responsible for establishing procedure and formulating policy for
the organization. It is also responsible for adopting all policies of the organization. These
policies shall be maintained in a policy manual, to be reviewed annually and revised as
Section 5: Management
The governing body may employ a president and shall fix the salary and other
considerations of employment if the budget allows. If the budget does not provide for a
salaried position, the president may opt to perform the duties of the position voluntarily.
Section 6: Indemnification
The chamber may, by resolution of the governing body, provide for indemnification by
the chamber of any and all current or former officers, directors, and employees against
expenses actually and necessarily incurred by them in connection with the defense of
any action, suit, or proceeding in which any of them are made parties, or a party, by
reason of having been officers, directors, or employees of the chamber, except in
relation to matters as to which such individuals shall be adjudged in such action, suit, or
proceeding to be liable for negligence or misconduct in the performance of duty and to
such matters as shall be settled by agreement predicated on the existence of such
liability for negligence or misconduct
Committees and Divisions
Section 1: Appointment and Authority
The president or chairman of the board, by and with the approval of the governing body,
shall appoint all committees and committee president/chairmen. The president or
chairman of the board may appoint such ad hoc committees and their
president/chairmen as deemed necessary to carry out the program of the chamber.
Committee appointments shall be at the will and pleasure of the president or the
chairman of the board and shall serve concurrently with the term of the appointing
president or chairman of the board, unless a different term is approved by the governing
body. It shall be the function of committees to make investigations, conduct studies and
hearings, make recommendations to the governing body, and carry on such activities as
may be delegated to them by the governing body.
Section 2: Limitation of Authority
No action by any member, committee, division, employee, director, or officer shall be
binding upon, or constitute an expression of, the policy of the chamber until it has been
approved or ratified by the governing body. Committees shall be discharged by the
president or chairman of the board when their work is been completed and their reports
accepted, or when, in the opinion of the governing body, it is deemed wise to discontinue
Section 3: Testimony
Once committee action has been approved by the governing body, it shall be incumbent
upon the committee president/chairmen or, in their absence, whom they designate as
being familiar enough with the issue, to give testimony to, or make presentations before,
civic and governmental agencies.
Section 4: Division
The governing body may create such divisions, bureaus, departments, councils, or
subsidiary corporations as it deems advisable to handle the work of the chamber.
The governing body shall authorize and define the powers and duties of all divisions,
bureaus, departments, councils, and subsidiary corporations. The governing body shall
annually review and approve all activities and proposed programs of such divisions,
bureaus, departments, councils, or subsidiary corporations having bearing upon or
expressive of the chamber.
Section 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Funds
unused from the current year’s budget will be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the president is authorized to make disbursements on
accounts and expenses provided for in the budget without additional approval of the
governing body. Disbursements shall be by check.
Section 3: Fiscal Year
The fiscal year of the chamber shall close on December 31st.
Section 4: Budget
As soon as possible after the election of the new governing body, the officers/executive
committee shall adopt the budget for the coming year and submit it to the governing
body for approval.
Section 5: Annual Audit
The accounts of the chamber of commerce shall be audited annually as of the close of
business on December 31
available to members of the organization within the offices of the chamber.
st by a public accountant. The audit shall at all times beSection 6: Bonding
The president and such other officers and staff, as the governing body may designate,
shall be bonded by a sufficient fidelity bond in the amount set by the governing board
and paid for by the chamber.
Section 1: Procedure
The chamber shall use its funds only to accomplish the objectives and purposes
specified in these bylaws, and no part of said funds shall inure or be distributed to the
members of the chamber. On dissolution of the chamber, any funds remaining shall be
distributed to one or more regularly organized and qualified charitable, educational,
scientific, or philanthropic organizations to be selected by the governing body as defined
in IRS Section 501(c)(3).
Section 1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority on all
questions of parliamentary procedures when such rules are not consistent with the
charter or bylaws of the chamber.
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds vote of the governing body or
by a majority of the members at any regular or special meetings, provided that notice for
the meeting includes the proposals for amendments. Any proposed amendments or
alterations shall be submitted to the board or the members in writing at least 10 days in
advance of the meeting at which they are to be acted upon.